-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzFxH4XdnwP+ILwG0PDa9ZmlSXawpQaElr9qLb1CYGdSIHStzeEpVfLgSBmbKlA0 ubrXLEHvxOZkzrzpxNIcuw== 0000320335-96-000002.txt : 19960205 0000320335-96-000002.hdr.sgml : 19960205 ACCESSION NUMBER: 0000320335-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960202 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TORCHMARK CORP CENTRAL INDEX KEY: 0000320335 STANDARD INDUSTRIAL CLASSIFICATION: ACCIDENT & HEALTH INSURANCE [6321] IRS NUMBER: 630780404 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08052 FILM NUMBER: 96510253 BUSINESS ADDRESS: STREET 1: 2001 3RD AVE S CITY: BIRMINGHAM STATE: AL ZIP: 35233 BUSINESS PHONE: 2053254200 FORMER COMPANY: FORMER CONFORMED NAME: TORCHMARK CORP SAVINGS & INVESTMENT PLAN DATE OF NAME CHANGE: 19820825 FORMER COMPANY: FORMER CONFORMED NAME: LIBERTY NATIONAL INSURANCE HOLDING CO DATE OF NAME CHANGE: 19820701 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 1, 1996 (February 1, 1996) TORCHMARK CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-8052 63-0780404 (State or other (Commission File (I.R.S. Employer jurisdiction of Number) Identification No.) incorporation) 2001 Third Avenue South, Birmingham, Alabama 35233 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (205) 325-4200 None (Former name or former address, if changed since last report) Item 5. Other Events. Torchmark Corporation issued a press release dated February 1, 1996, which is incorporated herein by reference and attached hereto as an exhibit. Item 7. Financial Statement and Exhibits. (a) Financial Statements of businesses acquired. Not applicable. (b) Pro formal financial information. Not applicable. (c) Exhibits. Torchmark Corporation Press Release Dated February 1, 1996. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. TORCHMARK CORPORATION Date: February 1, 1996 /s/ R. K. Richey R. K. Richey Chairman and Chief Executive Officer EX-99 2 Lee Bartlett (205) 325-4204 TORCHMARK CORPORATION REPORTS 1995 EARNINGS BIRMINGHAM, ALABAMA, February 1, 1996 ....Torchmark Corporation (NYSE symbol TMK) announced today that it is exploring a strategic restructuring that could include dividing Torchmark into separate publicly-traded operating companies. R. K. Richey, Chairman and CEO, said that "the current operating environment has led us to conclude that this may be the best way to maximize shareholder value." The investment banking firm of Morgan Stanley has been engaged as Torchmark's financial advisor for this purpose. Torchmark also reported that in addition to its previously announced plans to sell Torch Energy Advisors, it has decided to dispose of its Black Warrior investment and to account for both as a discontinued operation, thus modifying the presentation of its financial results in 1995 and prior periods to set forth separately the results attributable to the discontinued energy segment. Black Warrior was written down in the fourth quarter of 1995 to its estimated realizable value concurrent with Torchmark's decision to dispose of its energy segment. The writedown was primarily due to disappointments in obtaining significant gas production from lower coal seams. An after-tax charge of $130 million, or $1.82 per share for Black Warrior is included in loss from discontinued operations. 1995's net operating income from continuing operations was $3.93 per share, up 5% from $3.74 in 1994 (as modified to reflect discontinued operations). The fourth quarter's net operating income from continuing operations was $1.03 per share, up 13% from $.91 (as modified) in 1994's comparable period. 1995's net loss from discontinued operations was $1.80 per share, compared to $.07 of income in 1994 (as modified). The fourth quarter's net operating loss from discontinued operations was $1.84 per share, versus $0.02 of income (as modified) in 1994's comparable period. 1995's operating income before adjustment for discontinued operations and the writedown of Black Warrior was $3.95 per share, up 4% from $3.81 in 1994. The fourth quarter's operating income per share from continued and discontinued operations was $1.01 per share, up 9% from $.93 in the same period in 1994. 1995's net income, which includes the income or loss from discontinued operations, realized investment losses, and the related adjustment to deferred policy acquisition costs, was $143 million, or $2.00 per share, versus $269 million, or $3.72 per share, last year. The fourth quarter's net loss was $56 million, or $.79 per share, compared to $64 million of income, or $.89 per share, last year. Net of acquisition costs, American Income's contribution to net income was $.24 per share for 1995 and $.06 per share for the fourth quarter. Pre-tax operating income from insurance operations (excluding Liberty's litigation) increased 15% to $486 million, led by American Income, Globe and United Investors: Dollars in Millions ------------------------------------------------------------------ Excluding American Income --------------------------------- Twelve Twelve Twelve Twelve Months % of Months % of Months % of Months % of 1995 Premium 1994 Premium 1995 Premium 1994 Premium -------- ------- ------- ------- -------- --------------- ------ Underwriting Income before administrative expenses Life $212.1 27.5 $166.8 27.7 $165.6 26.8 $160.2 27.6 Health 150.4 19.9 148.9 19.2 135.5 19.0 146.5 19.1 Annuity 12.5 9.4 12.5 9.4 ------- ------- ------- ------- 374.9 325.1 313.5 316.1 Other income 3.1 3.8 3.1 3.8 Administration expenses excluding Liberty's litigation (98.8) (6.4) (86.3) (6.2) (90.5) (6.7) (85.0) (6.2) ------- ------- ------- ------- Underwriting income excluding Liberty's litigation 279.2 242.6 226.1 234.9 Net investment income 396.2 346.8 356.6 340.9 Required investment income on net liabilities (189.8) (165.8) (176.1) (163.8) ------- ------- ------- ------- Pre-tax operating income from insurance operations excluding Liberty's litigation $485.7 $423.6 $406.6 $412.0 ======= ======== ======== ======== Excluding American Income, underwriting income declined due to lower health insurance premiums ($714 million versus $767 million). The following chart illustrates Torchmark's emphasis on life insurance, where life insurance sales were up $68 million, or $45%, to $218 million (sales were up $24 million, or 17%, excluding American Income) and life annualized premium in force was up $72 million, or 9%, to $869 million: Dollars in Millions --------------------------------------------------- Premium Issued Premium in Force ------------------------ -------------------------- Twelve Twelve At At Months Months % Year End Year End % 1995 1995 Change 1995 1994 Change ------- -------- ------- ------- -------- ------- Direct response $63.9 $48.3 23 $180.5 $154.1 17 American Income Agency 51.2 7.4 592 169.6 147.0 15 United American Agencies 26.2 11.6 125 49.8 39.1 27 Liberty National Home Service 48.5 51.5 (6) 297.4 291.8 2 United Investors Agency 10.6 8.7 22 78.7 73.1 8 Other 17.6 22.3 (21) 93.4 91.9 2 ------- -------- -------- -------- $218.0 $149.8 45 $869.4 $797.0 9 ======= ======== ======== ======== Health insurance sales were $103 million, down 15% (23% excluding the effect of the purchase of American Income). Medicare Supplement sales decreased 26% to $65 million. Health insurance annualized premium in force was $755 million, down 7% from a year ago. Life premiums grew 28% to $772 million. Health premiums were $755 million, down 2%. Total revenue increased 10% to $2.1 billion. Adjusting for the purchase of American Income and the classification of the energy operations as discontinued, life premiums were $618 million, up 7%, health premiums were $714 million, down 7%, and total revenue was flat at $1.8 billion. Total investment income, excluding that from American Income, was even with last year. This was due to growth in invested assets and portfolio restructuring, offset by a decline in new money rates. Pre-tax litigation costs at Liberty National were $12 million, or $.17 per share, for the year and $4 million, or $.06 per share, in the fourth quarter. There is no discernible trend upon which to predict future litigation amounts. Currently, there are 170 cases (excluding stayed cancer cases) pending in Alabama which seek punitive damages. In December, the Alabama Supreme Court unanimously affirmed the previously reported settlement in the Robertson cancer policy class action lawsuit. A petition for rehearing has been filed in the case. Noninsurance pre-tax operating income grew 12% to $91 million due to increased investment management fees in Waddell and Reed. For the quarter, Waddell and Reed's pre-tax operating income increased 25% from the year-ago period to $25 million. Investment product collections were even with last year at $1.2 billion. Fourth quarter collections were $354 million, up 20% from the third quarter and up 39% from 1994's fourth quarter. Total assets under management increased 26% to $18.3 billion. Return on equity (excluding the effect of SFAS 115 and discontinued operations) was 18.5% versus 19.7% last year. Total assets at December 31, which includes net assets in discontinued operations of $156 million, were $9.3 billion and shareholders' equity was $1.6 billion. Book value per share was $22.17 ($20.33 excluding the effect of SFAS 115). ########## -----END PRIVACY-ENHANCED MESSAGE-----